SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------- FORM 10-K/A (Amendment No. 1) (Mark One) /X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] For the fiscal year ended June 30, 1997 / / TRANSITIONAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] For the transition period from to -------------- -------------- COMMISSION FILE NUMBER 0-24948 PVF CAPITAL CORP. ---------------------------------------------------- (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) OHIO 34-1659805 ---------------------------- ------------------- (STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.) 25350 ROCKSIDE ROAD, BEDFORD HTS., OHIO 44146 ---------------------------------------- ---------------- (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (216) 991-9600 Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: COMMON STOCK (PAR VALUE $.01 PER SHARE) --------------------------------------- Title of Class Indicate by check mark whether the registrant (1) has filed all reports required by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes X No ----- ----- Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X] The registrant's voting stock is listed on the National Association of Securities Dealers Automated Quotation ("Nasdaq") System Small-Cap Market under the symbol "PVFC." The aggregate market value of the voting stock held by nonaffiliates of the registrant, based on the closing sales price of the registrant's common stock as quoted on the Nasdaq System on September 5, 1997, was $42,333,131. For purposes of this calculation, it is assumed that directors, executive officers and 5% stockholders of the registrant are affiliates. As of September 5, 1997, the registrant had 2,590,155 shares of common stock outstanding. DOCUMENTS INCORPORATED BY REFERENCE 1. Portions of Annual Report to Stockholders for the Fiscal Year Ended June 30, 1997. (Parts I, II and IV) 2. Portions of Proxy Statement for the 1997 Annual Meeting of Stockholders. (Part III) PART IV ITEM 14. FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K (a) 1. Independent Auditors' Report (incorporated by reference to the Annual Report) Consolidated Financial Statements (incorporated by reference to the Annual Report) (a) Consolidated Statements of Financial Condition, at June 30, 1997 and 1996 (b) Consolidated Statements of Operations for the Years Ended June 30, 1997, 1996 and 1995 (c) Consolidated Statements of Stockholders' Equity for the Years Ended June 30, 1997, 1996 and 1995 (d) Consolidated Statements of Cash Flows for the Years Ended June 30, 1997, 1996 and 1995 (e) Notes to Consolidated Financial Statements. 2. All schedules have been omitted as the required information is either inapplicable or included in the Notes to Consolidated Financial Statements. 3. Exhibits and Index to Exhibits The following exhibits are either attached to or incorporated by reference in this Annual Report on Form 10-K. No. Description - --- ----------- 3.1 Certificate of Incorporation * 3.2 Code of Regulations * 3.3 Bylaws * 4 Specimen Stock Certificate * 10.1 Park View Federal Savings Bank Conversion Stock Option Plan * 10.2 PVF Capital Corp. 1996 Incentive Stock Option Plan * 13 PVF Capital Corp. Annual Report to Stockholders for the year ended June 30, 1997 21 Subsidiaries of the Registrant 23 Consent of KPMG Peat Marwick LLP 27 Financial Data Schedule ____________________ * Incorporated by reference to the Registrant's Annual Report on Form 10-K for the Year Ended June 30, 1996 (commission file number 0-24948). (b) During the last quarter of the fiscal year ended June 30, 1997, the Company did not file any Current Reports on Form 8-K. (c) All required exhibits are filed as attached. (d) No financial statement schedules are required. 35 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. PVF CAPITAL CORP. April 9, 1998 By: /s/ John R. Male ------------------------------------- John R. Male President and Chief Executive Officer